TECIL Chemical & Hydro Power Ltd Directors Report

BOARDS REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

TO0

THE MEMBERS OF

M/S.TECILCHEMICALS AND HYDRO POWER LIMITED

The Directors take pleasure in presentingthe 81t Annual Reporttogetherwith the Audited Financial Statements for the year ended 31% March, 2026. The Management Discussion and Analysis has also been incorporated into this report.

1.HIGHLIGHTS OF FINANCIAL PERFORMANCE

As per the requirements of Section 134 of the Companies Act, 2013 read with Rule 8(5)(i) of Companies (Accounts) Rules, 2014, your Companys financial performance during the year 2025-26, as compared to that of the previous year 2024-25, is summarized below: -

(Rs.in lakhs

	Standalone
Particulars	31/03/2026	31/03/2025
Revenue from operations	-	-
-Other Income	0.01	0.01
Total Revenue	0.01	0.01
Profit/Loss before Tax and Depreciation	(38.80)	(36.34)
Less: Interest	-	-
Less: Depreciation	3.67	2.40
Exceptional Income	-	-
Profit/Loss after Depreciation but before Tax	(42.47)	(38.74)
Less:Tax Expenses	-	-
Profit/Loss after Tax	(42.47)	(38.74)
Total Comprehensive Income	-	-
Earnings Per Share (NominalValue of ShareRs. 10/-)	(0.22)	(0.20)
Basic & Diluted

2.REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has not carried out any manufacturing operations during the past few years. Pursuant to the execution of a Share Purchase Agreement and the successful completion of the open offer in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, control of the Company was acquired by Mr. Varghese Kurian.

With a viewto diversifying the Companys business activities, the shareholders approved the alteration of the Object Clause of the Memorandum of Association at the Extra-Ordinary General Meeting held on 23 February 2018, thereby enabling the Company to undertake business activities in the tourism and hospitality sector.

The present management has envisaged the development of an integrated industrial and recreational park on the Companys existing land situated at Chingavanam, Kottayam, Kerala. The proposed project is intended to comprise, inter alia, hospitality, healthcare, retail, commercial and allied facilities, subject to obtaining the requisite statutory and regulatory approvals.

Subsequently, pursuant to the Companys application for revocation of suspension, both BSE Limited and the National Stock Exchange of India Limited revoked the suspension of trading in the Companys equity shares with effect from 29 March 2023.

The Company is presently undertaking the necessary preparatory activities for the implementation of its proposed projects. The commencement of commercial operations will be undertaken in a phased manner after obtaining the requisite approvals and completing the necessary project development activities. The Board remains committed to executing the proposed business plans prudently and efficiently with the objective of creating long-term value for shareholders and other stakeholders.

3.LISTING

The equity shares of the Company continue to be listed on BSE Limited and the National Stock Exchange of India

Limited ("NSE").

Pursuant to the Companys application for revocation of suspension of trading, BSE Limited and the National Stock Exchange of India Limited revoked the suspension of trading in the equity shares of the Company with effect from 29 March 2023. Consequently, the equity shares of the Company are currently available for trading on both the Stock Exchanges.

The Company has complied with the applicable listing requirements and continues to take all necessary steps to ensure compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable rules, regulations and circulars issued by the Stock Exchanges and the Securities and Exchange Board of India from time to time.

4. SHARE CAPITAL

The paid-up equity share capital of the Company as at 31 March 2026 stood at Rs. 18,96,37,000, comprising 1,89,63,700 equity shares of Rs. 10 each, fully paid-up.

During the financial year under review, there was no change in the paid-up equity share capital of the Company. The Company has not issued any equity shares with differential voting rights, sweat equity shares or employee stock options. Further, no shares were issued on the exercise of stock options, and the Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme in force as on 31 March 2026.

5. DIVIDEND

In view of the losses incurred by the Company during the financial year under review, the Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year ended 31 March 2026.

6. TRANSFER TO RESERVES

YourCompany has not transferred any amount to Reserves during the financial year under review.

7. CREDIT RATING

The Company has not been carrying any manufacturing operations since last few years. Hence the Company has not obtained any Credit rating as it is not applicable to the Company.

8.SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

During the financial year under review, the Company did not have any subsidiary, associate or joint venture company. Accordingly, the provisions relating to the preparation and disclosure of consolidated financial statements are not applicable to the Company.

9. DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest was outstanding as on 31 March 2026.

10.INTERNAL FINANCIAL CONTROLSYSTEMS AND ADEQUACY

The Company has established adequate internal financial controls and an internal control system commensurate with the size, scale and nature of its business. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information and financial statements.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, Mr. M.K Suresh, Chartered Accountant, Kochi, was appointed as the Internal Auditor of the Company. The Internal Auditor periodically reviews the adequacy and effectiveness of the internal control systems, compliance with the Companys policies and procedures, and operational and financial processes. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Board is of the opinion that the Company has adequate Internal Financial Controls, which were operating effectively during the financial year under review. The Audit Committee periodically reviews the adequacy and effectiveness of the internal financial control framework, taking into consideration the reports of the Internal Auditor and the Statutory Auditors.

11. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of thefinancial year, to which the financial statements relate, and the date of this Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, the terms of appointment of Mr. Varghese Kurian, Mrs. Lizhyamma Kurian, Mr. Jeeben Varghese Kurian and Mr. Shaji K. Mathew, Whole-time Directors of the Company, are due to expire. The Board of Directors at the meeting held on 12t August, 2026, based on the recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. Varghese Kurian, Mrs. Lizhyamma Kurian, Mr. Jeeben Varghese Kurian and Mr. Shaji K. Mathew as Whole-time Directors of the Company for the consideration and approval of the Members at the ensuing Annual General Meeting.

The Board of Directors of the Company as on 31 march 2026 mentioned below:

SINo. Name of Director	DIN no. Category
1 Varghese Kurian	01114947 Managing Director
2 Lizhyamma Kurian	01114716 Whole-time Director
3 Shaji Kalladayil Mathew	01866682 Whole-time Director
4 Jeeben Varghese Kurian	06750117 Executive Director and CEO
5 Biju Thundil Madhavan	03621324 Independent Director
6 Puthuparambil Parameswaran Pillai Vijayakumar 06907566 Independent Director
7 Prameswaran Radhakrishnan Nair	06907573 Independent Director
8 Prem Kumar Sankara Panicker	03232333 Independent Director

13. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES /DOCUMENTS IN ELECTRONIC MODE

Shareholders who have not registered their email addressesare requested toregister their email addresses with to enable the Company/RTA to deliver notices /documents through e-mail. Pursuant to the provisions of SEBI Master Circular No. HO/38/13/(4)2026-MIRSD-POD/1/4298/2026 dated February 06, 2026, the Company communicated with shareholders holding shares in physical form on July 23, 2026, requesting them to furnish/update their PAN, KYC details, bank account details, specimen signature and nomination details, as applicable, in accordance with the regulatory requirements. The said communication was sent to the shareholders holding shares in physical form to facilitate compliance with the applicable SEBI requirements and to ensure that the records maintained by the Company/Registrar and Share Transfer Agent are duly updated.

Shareholders holding their shares in demat mode also have an option to register / update their email addresses, KYC and Bank details with their depository, through their depository participant.

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of Tecil Chemicals and Hydro Power Limited, state in respect of Financial Year 2025-26 that: a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the Annual Accounts on a going concern basis; e) The Directors have ensured that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

15. INDEPENDENT DIRECTORS

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different point of view and experiences and prevents conflict of interest in the decision-making process. The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board. The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment. None of the Independent Directors serves as "Independent Directors" in more than seven listed entities. During the year under review, the Independent Directors met on 10 November 2025 inter alia, to discuss:

(a) Evaluationof the Performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. (c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present throughout the Meeting. They expressed views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of the meetings. Their suggestions were discussed at the Board Meeting and are being implemented to ensure a more robust interaction at the Board level.

16. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)for fulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly Minority Shareholders and regulators of the Company.

17.INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIARIZATION PROGRAMME FOR

INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction program for the Directors and ongoing familiarization with respect to the business/working of the Company for all Directors is a major contribution for meaningful Board Level deliberations and sound business decisions. At the time of appointing a Director, a formal letterof appointment is given to him/her which, inter alia, explains his/her role, function, duties and responsibilities and the Boards expectations from him/her as a Director of the Company. The Director is also explained in detail about the compliances required from him/her under the Act, SEBI Regulations and other relevant regulations and his/her affirmation has been taken with respect to the same. The details of such familiarization programmes are provided on the website of the Company and can be accessed at www.tecilchemicals.com

A Presentation is also shared with Directors giving an overarching perspective of the industry, organizational set-up of the Company, Financial Review, Amendments of laws and regulations to applicable to the Company for governance, internal control process and other relevant information pertaining to the Companys business. The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director of the Company.

18. DIRECTORS APPOINTMENT AND NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2026, the Board has eight members, four of whom were executive or whole-time directors and four were independent directors. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration policy including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule Il of SEBI (LODR) Regulations, 2015, and the same has been hosted on the Companys Website www.tecilchemicals.com

19. CHANGE IN THE NATURE OF BUSINESS

The Company has not been carrying any manufacturing operations since last few years.

20.COMMITTEES OF THE BOARD

As on March 31, 2026, the Board had three committees: the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

21. MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. There were Four (4) Board Meetings, Thirty Four (34) Stakeholders Relationship Committee Meetings and Four (4) Audit Committee Meetings and One (1) meeting of Nomination and Remuneration Committee convened and held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and Secretarial Standards

	Board Meetings Held During the Year
Srno.	Dates on which the Board Meeting	Total Strength of the	No.of Directors
	was held	Board	Present
1	26.05.2025	8	7
2	12.08.2025	8	7
3	12.11.2025	8	5
4	10.02.2026	8	8

 

	Nomination and Remuneration Committee Meeting Held During the Year
Srno.	Dates on which the Committee	Total Strength of the	No.of Members
	Meeting was held	Committee	Present
1	12.08.2025	3	3
	Audit Committee Meetings Held During the Year
Srno.	Dates on which the Committee	Total Strength of the	No.of Members
	Meeting was held	Committee	Present
1	26.05.2025	3	3
2	12.08.2025	3	3
3	12.11.2025	3	3
4	10.02.2026	3	3

 

	Stakeholders Relationship Committee Meetings Held During the Year
Srno.	Dates on which the Committee	Total Strength of the	No.of Members
	Meeting was held	Committee	Present
1	19.04.2025	3	3
2	24.04.2025	3	3
3	12.05.2025	3	3
4	15.05.2025	3	3
5	23.05.2025	3	3
6	30.05.2025	3	3
7	18.06.2025	3	3
8	30.06.2025	3	3
9	04.08.2025	3	3
10	08.08.2025	3	3
11	16.08.2025	3	3
12	25.08.2025	3	3
13	29.08.2025	3	3
14	10.09.2025	3	3
15	26.09.2025	3	3
16	30.09.2025	3	3
17	13.10.2025	3	3
18	31.10.2025	3	3
19	04.11.2025	3	3
20	10.11.2025	3	3
21	22.11.2025	3	3
22	12.12.2025	3	3
23	19.12.2025	3	3
24	10.01.2026	3	3
25	23.01.2026	3	3
26	31.01.2026	3	3
27	11.02.2026	3	3
28	13.02.2026	3	3
29	25.02.2026	3	3
30	27.02.2026	3	3
31	06.03.2026	3	3
32	13.03.2026	3	3
33	19.03.2026	3	3
34	28.03.2026	3	3

Separate Independent Directors Meeting:

A separate meeting of the Independent Directors without the presence of Non- Independent Directors and members of management had taken place on 10" November,2025 at the corporate Office of the Company located at Kochi in which the Independent Directors had appreciated the performance of the Executive Directors andthe Board as awhole. They also concluded that the Board asa collective body is also performing satisfactorily and the flow of information between the Companys Management and the Board in terms of quality, quantity and timeliness is satisfactory.

22. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements provided in this Annual Report. 23.ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the CompaniesAct, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. is not given as there has not been any manufacturing operation during the under report. A Copy of Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed herewith as "Annexure A" with Boards Report. 24. EXTRACT OF ANNUAL RETURN

Annual Return Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Returnis placed on the website of the Company and can be accessed at the companys website in https://www.tecilchemicals.com/

Path: Investor Relations- Annual Return under Section 92 of the Companies Act 2013.

25.STATUTORY AUDITOR

M/s. S R Pai & Co., Chartered Accountants, (FRN: 010793S) Ernakulam were re-appointed as Statutory Auditors of the Company in the Annual General Meeting of the Company held on 30th September, 2022 to hold office until the conclusion of the 82" AGM relating for another term of 5 years.

26. INDEPENDENT AUDITORS REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company.

27.SECRETARIAL AUDITOR

The Secretarial Audit Report and Secretarial compliance report on the Secretarial and Legal compliances of the Company for the FY 2025-26 issued by V S Subash, Partner, JMACS Associates Practicing Company Secretaries, Coimbatore is enclosed as "Annexure-C" and forms part of Directors Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at the meeting held on 26 May, 2025 had appointed M/s. JMACS & Associates, Practicing Company Secretaries, Coimbatore (FRN:P2004TN005200) holding peer review certificate No. 1166/2021 as the Secretarial Auditors in terms of Regulation 24A(1A) of SEBI( Listing Obligation and Disclosure Requirements) Regulations, 2015 subject to the approval of members at this Annual General Meeting fora period of 5 consecutive years from FY 2025-26to FY 2029-30 (till the conclusion of 85" AGM) to undertake the Secretarial Audit of the Company.

28. ANNUALSECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2025-26 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by V S Subash, Partner, JMACS Associates Practicing Company Secretaries has been submitted to the Stock Exchanges and is annexed to this Boards Report.

29. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors on the recommendation of Audit Committee, Mr.MK Suresh, Chartered Account, Kochi has been appointed as the Internal Auditorfor the Financial Year 2025-26.

30. MAINTENANCE OF COSTRECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

31. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to the Section 2 (51) and 203 of the Companies Act, 2013 read with rules thereunder 1. Mr. Varghese Kurian Managing Director 2. Mrs. Lizhyamma Kurian Whole-time Director 3. Mr. Jeeben Varghese Kurian Executive Director and CEO

4. Mr. Shaji K Mathew Whole-time Director

5. Mr. Jofin John Company Secretaryand Compliance Officer 6. Mr. Ramasubramonia lyer Chief Financial Officer

There are no other changesin KMPs of the Company during the year.

32. NON-DISQUALIFICATION OF DIRECTORS:

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI (LODR) Regulations, 2015. Your Company has obtained a Certificate from Mr. Hazeem HS Company Secretary in Practice, Trivandrum (C.P. No.:17719) pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 provided as Annexure to the Boards Report, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

33. DEPOSITORY SYSTEM

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). The ISIN Numberof your Company for both NSDL and CDSL is INE014B01011.

34. EVALUATION OF THE BOARDS PERFORMANCE

The performance evaluation of the Board / Committees/ Executive Directors was carried out by the Nomination & Remuneration Committee and were overall satisfied with the evaluation results, which reflected the overall engagement and performance of the Board / Committees/ Executive Directors of the Company.

The Board of Directors in the meeting has also evaluated the individual performance of the Independent Directors of the Company based on the specified criteria pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and were satisfied with their performance.

Disclosure of Expertise / Skills/ Competencies of the Board of Directors:

The list of core skills / expertise/ competencies identified by the Board of Directors of the Companyas required in the context of its business and sector(s) for it to function effectively and those actually available with the Board, form part of the Corporate Governance Report.

35. RELATED PARTY TRANSACTIONS

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality and Dealing with Related Party Transactions Required approvals are taken for Related Party Transactions. The Policy on Related Party Transaction approved by the Board has been hosted on the Companys Website, www.tecilchemicals.com. Transactions entered are given in Form AOC-2 as Annexure to the Boards Report. All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis.

36. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested Shareholder by submitting a written request to the Company. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Annual Report being sent to all shareholders, excluding the information on employees particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available forinspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Memberis interested in obtaining a copy thereof, such Member may write to the Company in this regard.

37. REGISTAR AND SHARE TRANSFER AGENT OF THE COMPANY

The Board of Directors had appointed Cameo Corporate Services Limited (SEBI Reg. No INR0O00003753) as the Registrar and Share Transfer Agent in the Board Meeting held on 9th April, 2018. Accordingly, Cameo Corporate Services Limited is the Registrar and Share Transfer Agents of the Company.

38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was nounpaid/unclaimed Dividend declaredand paid in the earlieryears,the provisions of Section 125 of the Companies Act, 2013 do not apply.

39. CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015 ofthe Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance practices followed by the Company, together with a certificate from M/s. M Hazeem & Associates., Practicing Company Secretaries, Trivandrum confirming compliance, which forms an integral part of this Annual Report as per SEBI Regulations.

40. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its members are its most important Stakeholders. Accordingly, our Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

41. RISK MANAGEMENT

The Management of the Company will take adequate steps in identifying, assessing, controlling and mitigating the risks associated with different areas of its business operations.

42. CODEFOR PREVENTION OF INSIDER TRADING

Your Company has adopted an amended Code of Conductto regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and proceduresfor fair disclosure of unpublished price sensitive informationand has been made available on the Companys website at www.tecilchemicals.com. The Board has authorized Mr. Jofin John, Company Secretary of the Company to act as the Compliance Officer for setting forth the procedures and implementation of the aforesaid codes.

43. LEGALAND REGULATORY

We are subjectto various laws and regulations, corporate governance, listing and disclosure, employment, and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain compliant with relevant laws and legal obligations.

44. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. Since, the Company has less than Ten Employees constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. Further, during the year the Company has not received any case related to sexual harassment.

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of the Annual Report in and annexed to the Boards Report.

46. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employees remuneration and other details interms of sub- section 12 of Section 197 of the CompaniesAct, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Names of the employees	Designation	Total Remuneration in FY 2025-26 (Rs.)
Mr. Jofin John	Company Secretary	10,17,167/-
Mr. Ramasubramonia lyer	Chief Financial Officer	1,20,000/-

Note - The remuneration paid to Key Managerial Personnel of the Company during the year 2025-26 was in conformity with the Nomination and Remuneration Policy of the Company and within the limits approved by the shareholders. No Executive Directorsare drawing any remuneration.

47.HUMAN RESOURCES

The Company continues tomaintain cordial relations with its employees.

48.NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR

The number of employees as on the closure of the Financial Year 2025-26 as follows:

Male	2
Female	0
Transgender	0

49.MATERNITY BENEFIT UNDER MATERNITY BENEFIT ACT,1961

The Company confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. During the financial year, there were no women employees who availed maternity benefits. However, the Company remains fully committed to extending all benefits prescribed under the Act to eligible women employees as and when applicable.

50. EMPLOYEES STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of section 62 (1) (b) of the CompaniesAct, 2013 read with its Rules framed thereunder and respective SEBI regulations.

51. SECRETARIAL STANDARD

The Company complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

52. CORPORATESOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility is notapplicable for the Company.

53. POLICIES OF THE COMPANY

The Companies Act, 2013, the Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have mandated the formulation of certain policies for all listed companies. All ourCorporate Governance Policies are available on the Companys website at www.tecilchemicals.com The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

54. VIGILMECHANISM

The Company has adopted a Vigil Mechanism to report concern about unethical behavior, actual or suspected fraud orviolation of Companys code of conduct by the Directors and employees. The policy provides for direct access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises grievances against victimization. The details of establishment of such mechanism have been disclosed in the corporate governance report for the year under review. The vigil mechanism is disclosed in the website of the company viz., www.tecilchemicals.com.

55. GENERAL DISCLOSURE

Your Directors states that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on account of the absence of any transaction or the inapplicability of the provisions:

a) Your Company has not issued any shares with differential rights and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Your Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Your Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) There are no instances where the Board has not accepted the recommendation of the Audit Committee/ Nomination and Remuneration Committee.

e) There are noinstances of one-time settlement with any Bank or Financial Institution. f) There are noinstances of application or proceedings under the Insolvency and Bankruptcy Code, 2016. 56. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates.

57. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY

CODE2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

58. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from banks and Financial Institutions.

59. ACKNOWLEDGEMENT

The Directors also gratefully acknowledge all Stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.